These General Terms and Conditions of Sale (the "Terms and Conditions") are intended to define the conditions under which CODITAL ("CODITAL") supplies CODITAL products (the "Products") to professional buyers (the "Buyers" or the "Buyer") who request them, via the CODITAL website (the "Website"), by direct contact or on paper, in the context of placing an order (the "Order").
CODITAL refers to CODITAL France, SAS with a share capital of €2,160,000, registered with the RCS of SALON under number B 065 801 789, whose registered office is located at 281 Avenue Pierre et Marie Curie, ZI Nord Rognac, 13340 ROGNAC
These Terms and Conditions apply to any Order placed by the Buyer and apply without restriction or reservation to all sales concluded between CODITAL and the Buyers.
Any Buyer acknowledges and agrees that placing an Order implies unconditional acceptance of the following provisions and Terms.
The Buyer acknowledges having accepted the Terms before placing an Order for a Product, the act of placing an Order constituting full, immediate, and unconditional acceptance of the Terms in force by the Buyer.
CODITAL reserves the right to amend them at any time.
The Terms prevail over any other document issued by the Buyer or over any other general purchasing conditions.
CODITAL reserves the right to derogate from certain clauses hereof or to establish category-specific terms and conditions of sale depending on the Buyers.
These Terms form an indivisible whole with the Buyer's Purchase Order, hereinafter referred to as the "Contract."
The information appearing in CODITAL's catalogues, brochures, and price lists is provided for information purposes only and may be revised at any time.
CODITAL reserves the right to make any modifications it deems useful.
For the purposes hereof, the Buyer and CODITAL may be referred to individually as a "Party" and collectively as the "Parties."
a) Order acceptance: A sale shall be deemed final only upon CODITAL's express written acceptance of the Order.
CODITAL reserves the right to refuse or modify any Order, depending on product availability or specific circumstances
b) Ordering methods: Orders may be placed:
In all cases. CODITAL issues an Order Acknowledgement, which must be signed and returned by the Buyer.
If no confirmation is received within 48 hours, the Order shall be deemed accepted.
Each Order will generate a Delivery Note and an Invoice.
In the event of a dispute, the data recorded in CODITAL's IT system shall prevail.
c) Minimum order flat fees: The minimum Order amount is €76 net, excluding VAT. per shipment.
For Orders below this threshold, a flat processing fee of €8, excluding VAT, will apply.
Similarly, any request to issue a separate invoice for each Order will incur a charge of €8, excluding VAT, per invoice.
d) Prices and packaging: Prices are expressed in euros, excluding taxes, ex-works, and are those in force on the Order Acknowledgement as recorded in CODITAL's management system.
They may be amended at any time. Prices are established based on the Products standard packaging, and ordered quantities must comply with the packaging units or their multiples.
e) Modification or cancellation: Any modification or cancellation of an Order by the Buyer will only be considered if made prior to shipment and expressly accepted by CODITAL Otherwise, all shipping and return costs shall remain entirely at the Buyer expense.
In the event of cancellation after shipment: Any deposit paid shall be retained by CODITAL: or If no deposit was paid, CODITAL reserves the right to invoice the Buyer an amount equal to 15% of the total net value of the Order as compensation
f) Exclusion of technical liability. Any advice, recommendation, opinion or technical information communicated by CODITAL is provided solely for guidance purposes and without obligation.
It is the sole responsibility of the Purchaser to verify the suitability of the Products ordered for their needs or specifications.
CODITAL shall not be liable in the event of error or unsuitability.
g) Special conditions: CODITAL reserves the right to define special terms and conditions of sale applicable to certain Buyers or certain categories of Products.
a) Price determination: The Products are supplied at the rates in force on the date of issue of the Order Acknowledgement, as recorded in CODITAL's management system.
This date may, if applicable, be adapted in agreement with the Buyer (eg an order entered in December for delivery in January).
Prices are expressed in euros excluding taxes, ex-works, packaging included unless otherwise indicated (eg. fumigated pallets).
In the absence of free carriage as per negotiated conditions, shipping costs may be invoiced.
CODITAL, only sells to professional wholesalers, who may benefit from specific pricing conditions, defined according to annual purchase volumes or ad hoc negotiations.
b) Nature and revision of prices: The prices stated in an accepted Order are firm and non-revisable.
Quoted prices remain valid for the duration of the quotation's validity period.
However, CODITAL reserves the right to amend its general catalogue prices, subject to providing 60 days' prior notice.
c) Terms of payment: Unless otherwise provided, invoices are payable at CODITAL's registered office, in the currency indicated on the invoice, no later than the specified due date.
Accepted payment methods are: direct LCR, bank transfer, letter of credit at sight or at term.
No claim suspends the obligation to pay. No discount is granted for early payment.
Invoices below €153 must be settled by bank transfer.
a) Late payment: Any late payment automatically and without formal notice entails:
If actual recovery costs exceed this amount, the Buyer may be required to pay additional compensation.
In the event of non-payment, CODITAL reserves the right to suspend or cancel any ongoing Order.
Should the sale be terminated due to non-payment or any default attributable to the Buyer, the Buyer shall owe CODITAL a flat-rate compensation equal to 15% of the net amount of the cancelled Order.
The provisions of Article 1231 of the French Civil Code are expressly excluded.
b) Termination by operation of law: In the event of non-payment of all or part of the price on the due date or in case of serious default, and eight (8) days after an unsuccessful formal notice, the sale may be terminated by operation of law at CODITAL's initiative, without further formality or judicial intervention.
a) General terms: The Products are sold ex-works from CODITAL's warehouse, located at 281 Avenue Pierre et Marie Curie - ZI Nord Rognac (13340).
Transport and packaging are at the Buyer's expense, unless otherwise agreed or subject to free carriage.
In mainland France, the Buyer benefits from free carriage for any Order €400 net of Products (excluding taxes and fees).
Below this threshold, shipping costs are invoiced according to the applicable transport method.
CODITAL reserves the right to add specific packaging costs, notably in the case of fumigated pallets.
b) Delivery methods:
Certain deliveries (Islands, mountainous areas, overseas territories, outside mainland France) may be subject to specific rates and delivery times.
A delivery delay can in no case justify cancellation of the Order, unless expressly agreed by CODITAL
c) Delivery times Regardless of the agreed time, no delivery delay shall give rise to compensation, penalty, or cancellation, unless expressly accepted by CODITAL In the case of an Order requiring assembly, specific manufacturing, or any other special feature, delivery is subject to a prior feasibility study and deadlines may be adjusted.
In all cases, delivery can only occur if the Buyer is up to date with all its obligations towards CODITAL, notably regarding payment.
CODITAL further reserves the right to make global or partial deliveries, each partial delivery being considered as an independent transaction giving rise to proportional invoicing and payment.
d) Transfer of risks and transport liability: Unless expressly agreed otherwise, the goods travel at the Buyer's risk.
Risk transfers to the Buyer as soon as the Products are loaded onto the chosen mode of transport at CODITAL's premises, or, if no transport is arranged on the Buyer's behalf, as soon as the Products are made available at CODITAL's premises.
e) Receipt Reservations: The Buyer must immediately inspect the condition, quantity, and conformity of the Products in the presence of the carner at the time of delivery.
In the event of damage, missing items, or damaged packaging, the Buyer must record precise and substantiated reservations on the transport document, have them countersigned by the carrier. and notify CODITAL within two (2) working days by registered letter or any other written means.
Failure to comply with these requirements will result in the forfeiture of any claims, including in cases of free delivery, carriage prepaid, or freight paid.
f) Special transport cases: Bulky Products (eg.. long tubes) are subject to a specific flat fee of €20, excluding VAT.
Any special packaging or transport requests accepted by CODITAL will incur additional charges, which will be invoiced accordingly,
g) Delivery to third-party location: At the Buyer's express request and under its sole responsibility, delivery may be made to an address other than the Buyer's, provided that CODITAL is given at least eight (8) days notice and all related costs are borne exclusively by the Buyer.
No commitment regarding a specific delivery time will be made without prior written agreement.
a) Retention of title: In accordance with Law No. 80-335 of May 12. 1980, CODITAL retains ownership of the delivered Products until full payment of the price, principal and ancillary, has been received.
This retention of title applies regardless of the actual delivery date, In the event of non-payment, CODITAL may reclaim the Products by registered letter with acknowledgment of receipt.
The Buyer must fully cooperate in the exercise of this right.
b) Insurance of Products: The Buyer undertakes, at its own expense, to insure the delivered Products against all risks of damage or liability, for the benefit of CODITAL, until full transfer of ownership, and to provide proof thereof upon request.
Failing this, CODITAL may suspend or refuse any subsequent delivery.
c) Resale of Products: The Buyer is authorized to resell the delivered Products in the normal course of its business.
In the event of resale before full payment, it becomes CODITAL's agent for the collection of the price from its own customers.
CODITAL may claim directly from the sub-purchaser the unpaid price or the unpaid Products.
d) Procedure in case of seizure: In the event of seizure by a third party or insolvency proceedings affecting the Buyer, the Buyer must immediately inform CODITAL by registered letter with acknowledgment of receipt, to enable CODITAL to preserve its ownership rights
e) Recovery of Products: The recovery of Products by CODITAL under this clause does not constitute cancellation of the sale, Amounts already paid by the Buyer remain acquired as lump-sum compensation, without prejudice to any additional damages that may be claimed.
a) Scope and duration: CODITAL Products are guaranteed for twelve (12) months from delivery, or longer where a warranty extension applies to certain ranges.
This warranty applies provided that the Products have been used in accordance with their normal purpose and the Instructions in the associated technical documentation.
b) Exclusions from warranty: The warranty does not cover.
c) Limits of warranty: It is limited to the replacement or exchange of the defective Product or the concerned part, to the exclusion of all other costs, notably labor, travel, immobilization, compensation, damages, dismantling, return transport, and reassembly.
d) Return of parts under warranty: Before returning any Product, the Buyer must obtain CODITAL's prior written agreement.
Any Product returned without authorization may be refused or returned at the Buyer's expense.
e) Reshipment of parts: Repaired or replaced Products will be reshipped carriage paid. according to CODITAL's transport conditions.
f) Limitation of liability: No compensation or indemnity may be claimed from CODITAL for direct or indirect damages (immobilization, loss of business, reputational damage, etc.) resulting from the use or failure of a Product, under the scope of this warranty.
a) Mandatory prior agreement: Any return of Products must be subject to CODITAL's prior written agreement.
No return will be accepted without CODITAL's validation.
b) Conditions and applicable discount: Returns made for the Buyer's convenience (other than lack of conformity or application of warranty) shall be subject to the following conditions:
c) Return costs: Return costs are exclusively borne by the Buyer.
d) Return procedure: CODITAL issues a return slip with a unique number. This slip must be:
Any return without the return number may be refused by CODITAL without formality.
a) CODITAL retains all industrial and intellectual property rights relating to the Products, photographs, drawings, technical and commercial documentation,
b) No document or content may be reproduced, used, or disclosed to third parties without CODITAL's prior written authorization.
a) CODITAL is insured as follows: Civil liability after delivery, for all combined damages. €8,000,000 per claim, per year, including non-consequential immaterial damages: 300,000 per claim, per year.
b) Insurance obligation: Each Party undertakes to take out insurance covering its liability and to provide proof of such insurance upon first request.
In application of Article 1541-10-13 of the French Environmental Code, ADEME has assigned CODITAL the following unique identifiers attesting to its compliance with its registration and market declaration obligations: FR332400_04RBAB
a) No Party shall be held liable in the event of non-performance due to a case of force majeure as defined by Article 1218 of the French Civil Code
b) In the event of occurrence, the performance of the contract is suspended for the entire duration of the event.
c) If the event lasts for more than 30 calendar days, the Parties shall consult to agree on a possible adjustment of the contract
d) The agreed deadlines shall be extended by a period equivalent to that of the force majeure
a) In the event of a dispute, the Parties undertake to seek an amicable solution by sending a registered letter with acknowledgment of receipt. prior to any legal proceedings. If no agreement is reached, the dispute shall be brought before the competent Court
b) Exclusive jurisdiction is assigned to the Commercial Court of Salon-de-Provence, even in cases of multiple defendants or third-party proceedings.
c) The applicable law is French law. For all relations with non-French Buyers, the UNITED NATIONS CONVENTION on the International Sale of Goods (VIENNA CONVENTION) shall apply, and French law for any matters not settled by this Convention, to the exclusion of any foreign law.
d) Language, applicable law, and territorial scope: These Terms and Conditions are drafted in French and governed by French law. They apply to all sales concluded between CODITAL and professional Buyers, whether established in France or abroad, subject to mandatory provisions of local law. In case of translation, only the French version shall prevail.
a) Assignment of the contract: As the contract is concluded intuitu personae, the Buyer may not assign or transfer its rights or obligations without CODITAL's prior written conserit
b) Partial nullity: If a clause of the Terms and Conditions is declared null, the other clauses shall remain valid, The Parties shall endeavor to replace the invalid clause with a clause of equivalent effect.
c) No waiver: Failure by a Party to exercise a right shall not constitute a waiver of such right Any waiver must be in writing.
d) Subcontracting: CODITAL reserves the right to subcontract the performance of all or part of the contract, and guarantees compliance with contractual obligations by its subcontractors.
a) In the context of the performance of the contractual relationship, each Party may process personal data of the other Party (notably the contact details of employees or representatives).
b) Each Party undertakes to comply with the applicable provisions on data protection, in particular the French Data Protection Act of January 6, 1978 as amended, and the General Data Protection Regulation (GDPR) No. 2016/679,
c) Data are processed solely for the purposes of executing Orders, monitoring the contractual relationship, invoicing, managing unpaid amounts and deliveries, on the legal basis of the contract.
d) The Buyer is informed that they may receive commercial communications from CODITAL: they may object at any time via the unsubscribe link or in writing.
e) Each Party acts as data controller for the data it transmits to the other, and guarantees that the concerned individuals have been informed.
f) Data are retained for the duration necessary for contract management and legal obligations.
g) Rights of access, rectification, objection, erasure, portability, restriction of processing, and definition of the fate of the data may be exercised with the data controller of each Party.
h) In the event of a personal data breach, the concerned Party shall inform the other within 48 hours and cooperate to mitigate the consequences of the breach.
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